Terms & Conditions


TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS

The customer's attention is drawn in particular to the provisions of clause 9.

  1. Interpretation
    • 1.1 Definitions:
  • Business Day: A day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
  • Conditions: The terms and conditions set out in this document [as amended from time to time in accordance with clause 4].
  • Contract: The contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
  • Customer: The person or firm who purchases the Goods from the Supplier.
  • Force Majeure Event: An event or circumstance beyond a party's reasonable control.
  • Goods: The goods (or any part of them) set out in the Order.
  • Goods Specification: Any specification for the Goods, that is agreed [in writing] by the Customer and the Supplier.
  • Order: the Customer's order for the Goods, as set out [in the Customer's purchase order form OR overleaf OR in the Customer's written acceptance of the Supplier's quotation.
  • Intellectual Property Rights: All patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
  • Supplier: Best Result Nutrition Limited (registered in England and Wales with company number 11345247).
    • 1.2 Interpretation:
      • (a) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
      • (b) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
      • (c) A reference to writing or written includes emails.
  1. Basis of contract
    • 2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    • 2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification [submitted by the Customer] are complete and accurate.
    • 2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order via email, at which point the Contract shall come into existence.
    • 2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
    • 2.5 Any samples, drawings, descriptive matters, images or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's inventories and collections or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
    • 2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 1 Business Day from its date of issue.
  2. Goods
    • 3.1 The Goods are described in the Supplier's inventory and confirmation of order.
    • 3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other [reasonable] professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification. This clause 2 shall survive termination of the Contract.]
    • 3.3 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
  3. Delivery
    • 4.1 The Supplier shall ensure that:
      • (a) Each delivery of the Goods is accompanied by a delivery email confirmation which shows the date of the order, contract number and all relevant Customer and supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
      • (b) A delivery period of 30 days applies to the supplier to deliver the goods to the customer unless a longer period has been agreed.
    • 4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree delivery location at any time after the Supplier notifies the Customer that the Goods are ready. Supplement goods will be manufactured by Troo Health Care Limited. Clothing goods will be manufactured by TS Foundry Limited.
    • 4.3 Delivery is completed upon receiving the Goods at the Delivery Location.
    • 4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    • 4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    • 4.6 If the Customer fails to [taken OR accept] delivery of the Goods within [three] Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:
      • (a) delivery of the Goods shall be deemed to have been completed at [9.00 am] on the [third] Business Day after the day on which the Supplier notified the Customer that the Goods were ready]; and
      • (b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
    • 4.7 If [ten] Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not [taken OR accepted] delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods [and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods].
    • 4.8 [If the Supplier delivers up to and including [5]% more or less than the quantity of Goods ordered the Customer may not reject them.
    • 4.9 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for in advance. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
  4. Quality
    • 5.1 In accordance with the Consumer Contracts Regulations 2013, the customer has 14 calendar days from the date received to notify the supplier of unsatisfactory goods. Once the order has been cancelled, the supplier must receive items returned by the customer within 14 calendar days of notification. A refund will be provided by the supplier within 14 days upon receiving goods back and subject to clause 5.1-5.4. The Goods shall:
      • (a) conform [in all material respects] with their description and any applicable Specification.
      • (b) be free from material defects in design material and workmanship
      • (c) [be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and be fit for any purpose held out by the Supplier.
      • (d) be fit for any purpose held out by the Supplier
    • 5.2 Subject to clause 5.2 & 5.3, if:
      • (a) the Customer gives notice in writing to the Supplier [during the warranty period] within a reasonable time of discovery that some or all the Goods do not comply with the warranty set out in clause 1;
      • (b) the Supplier is given a reasonable opportunity of examining such Goods; and
      • (c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business or instructed manufacturers address. The supplier will issue the customer with a Returns Authorisation Number [RAN]. All returns will be at the Customer's cost in conjunction with the terms and conditions of the sale. Subject to the supplier’s product inspection and standard returns process, the customer’s rights to postage reimbursement must comply with clause 5.1.
      • (d) the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
      • (e) The supplier will only refund the postage costs for returning an item whereby: The supplier has sent the customer the wrong goods, [or] the goods are damaged or faulty; [or] where the customer is returning a substitute or replacement goods which the customer does do not want to keep.
      • (f) The supplier will not refund postage for goods found to be in good working order. Costs of posting goods back to the customer will depend on the goods and will be communicated to the customer after the testing process has been completed. No refund will be offered for postage on return of part orders.
      • (g) Items must be returned in the condition the customer has received them, which includes keeping hygiene seals in place. The customer will lose their right to return an item if the customer unseals any goods that need to be sealed for health or hygiene reasons. Return is the customers responsibility until it arrives in the supplier’s location of return.
      • (h) The ‘Consumer Contracts Regulations 2013’ permit the supplier the right to mitigate the amount of refund, in the event that non-faulty items being returned are damaged or used in any way. The amount which the supplier may reduce the refund will be dependent on the decrease in value of the customers use of the item. Should the customers usage mean that items cannot be resold, the reduction may be 100%.
    • 5.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 1 in any of the following events:
      • (a) the Customer makes any further use of such Goods after giving notice in accordance with clause 2;
      • (b) the defect arises because the Customer failed to follow the Supplier's email instructions as to the storage, commissioning, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
      • (c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer.
      • (d) the Customer alters or repairs such Goods without the written consent of the Supplier;
      • (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
      • (f) the Goods differ from [their description OR the Specification] as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
    • 5.4 Subject to clause 1, if:
      • (a) Returns are processed within 7 working days of arrival of a cancelled order, and at the latest within 14 days of receipt.
      • (b) the Customer gives notice in writing to the Supplier [during the warranty period] within a reasonable time of discovery that some or all the Goods do not comply with the warranty set out in clause 2;
      • (c) the Supplier is given a reasonable opportunity of examining such Goods; and
      • (d) including the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. If the customer requests a replacement and the item is no longer available, the supplier will process a refund back to the original account used to purchase the item.
      • (e) If the customer requests a replacement of goods, but the goods are no longer available, the supplier will refund the cost electronically via the PayPal to the account used to purchase the item.
    • 5.5 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
    • 5.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
    • 5.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
  5. Title and risk
    • 6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
    • 6.2 Title to the Goods shall not pass to the Customer until [the earlier of]:
      • (a) the Supplier receives payment in full (in cash or cleared funds) for the Goods [and any other goods that the Supplier has supplied to the Customer] [in respect of which payment has become due], in which case title to the Goods shall pass at the time of payment [of all such sums][; and]
      • (b) [the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 4].
    • 6.3 Until title to the Goods has passed to the Customer, the Customer shall:
      • (a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
      • (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      • (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
      • (d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 1; and
      • (e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.
    • 6.4 [Subject to clause 5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
      • (a) [it does so as principal and not as the Supplier’s agent; and]
      • (b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.]
    • 6.5 If before title to the Goods passes to the Customer the Customer, becomes subject to any of the events listed in clause 1, then, without limiting any other right or remedy the Supplier may have:
      • (a) [the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and]
      • (b) the Supplier may at any time:
        • (i) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into other goods; and
        • (ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
  1. Price and payment
    • 7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery.
    • 7.2 The Supplier may, by giving notice to the Customer at any time up to 1 Business Day before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to
      • (a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
      • (b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
      • (c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
    • 7.3 The price of the Goods:
      • (a) excludes amounts in respect of value added tax (VAT), which the Customer shall not be liable to pay to the Supplier at the prevailing rate; according to the legal Threshold for VAT registration disclaimed on https://www.gov.uk/vat-registration-thresholds; and
      • (b) excludes the costs for delivery which will be set in the purchase order for the Customer.
    • 7.4 The Supplier will invoice the Customer for the Goods prior to the completion of order and delivery confirmation. The Customer is responsible for selecting items to be purchased. The customer will revert to the shopping cart, where customer information, shipping and payment method will be required. The customer is required to review all information prior to placing the order. Eligibility for online purchases are only valid to UK citizens only. No order will be accepted from any other country.
    • 7.5 The Customer shall pay the invoice to the suppliers nominated PayPal account in full and in cleared funds prior to the dispatch of any goods. The customer will be required to select their nominated bank account and review the supplier’s terms and conditions for setting up payment. Subject to purchase order agreement, the customer will click agree and submit payment confirmation.
    • 7.6 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, the Customer accepts that the products found within the supplier’s catalogue may be updated, including prices subject to fluctuation.
    • 7.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
    • 7.8 The customers confirm that all confidential and payment information whilst making purchases belongs to the payment holder. Cardholders will be subject to validation check and authorisation by the card issuer. If the customers card issuer for payment refuses to or does not, for any reason, authorise payment to the supplier, the supplier will accept no liability to the customer for any incomplete transactions or non-delivery of goods.
    • 7.9 Discount codes may only be redeemed toward the purchase of eligible products in strict compliance in with the terms, conditions, value limitations and redemption issued. The supplier reserves the right to change at sole discretion, reject or cancel orders, except as indicated by the supplier’s terms and conditions, irrespective of whether the customer’s account has been charged. The supplier reserves the right to close a customer account or purchase order, if a fraudulent discount code has been obtained or redeemed to make a purchase.
  2. Termination
    • 8.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
      • (a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within [7] days of that party being notified in writing to do so;
      • (b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
      • (c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
      • (d) the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    • 8.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 8.1(a) to clause 8.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
    • 8.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
    • 8.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest.
    • 8.5 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
    • 8.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
  3. Limitation of liability

WARNING TO SUBSCRIBERS: you are strongly advised to read the drafting note commentary on this clause.

  • 9.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
    • (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
    • (b) fraud or fraudulent misrepresentation;
    • (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; [or]
    • (d) defective products under the Consumer Protection Act 1987[; or]
    • (e) [any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability].
  • 9.2 Subject to clause 1:
    • (a) the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
    • (b) the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including losses caused by a deliberate breach of the Contract by the Supplier, shall not exceed twice the price paid by the Customer to the Supplier for the Goods and/or Services to which the claim relates.
  1. Force majeure

Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for [4] [weeks], the party not affected may terminate this Contract by giving [7] days written notice to the affected party.

  1. General
    • 11.1Assignment and other dealings.
      • (a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
      • (b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
    • 11.2 [Confidentiality.
      • (a) Each party undertakes that it shall not [at any time OR at any time during this agreement, and for a period of [two] years after termination of this agreement,] disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party [or of any member of the group to which the other party belongs], except as permitted by clause 11.2(b). [For the purposes of this clause, group means, in relation to a manufacturing party, subsidiary party, holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.]
      • (b) Each party may disclose the other party's confidential information:
        • (i) to its manufacturer party, employees, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 2; and
        • (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      • (c) No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.]
    • 11.3 Entire agreement.
      • (a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      • (b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.
    • 11.4 No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    • 11.5 No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    • 11.6 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
    • 11.7 Notices.
      • (a) All notices or other communication given to a party under or in connection with the Contract shall be issued by email [only], and addressed to the suppliers registered business email account
      • (b) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
    • 11.8 Third party rights. No one other than a party to this Contract [and their permitted assignees] shall have any right to enforce any of its terms.
    • 11.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
    • 11.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.